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Maris-Tech Ltd. American Depositary Share Prospectus (2026-03-09 Edition)

2026-03-09 美股招股说明书 Fanfan(关放)
报告封面

Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “MTEK”. Warrants to purchaseOrdinary Shares issued as part of our initial public offering, or the IPO Warrants, are also listed on Nasdaq under the symbol“METKW”. On March 6, 2026, the last reported sale price of our Ordinary Shares and IPO Warrants on Nasdaq was $1.81 per share The aggregate market value of our outstanding Ordinary Shares held by non-affiliates as of the date of this prospectussupplement was approximately $10,154,217 based on 8,093,490 Ordinary Shares outstanding, 5,610,065 of which were held by non-affiliates, and a per share price of $1.81 based on the closing sale price of our Ordinary Shares on March 6, 2026. During the prior 12 There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop.Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. In addition, we do not intend to apply for a Investing in any of our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-3of this prospectus supplement and page 3 of the accompanying prospectus, as well as our other filings that are incorporated by Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying Delivery of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expectedto be made on or about March 9, 2026, subject to the satisfaction of certain closing conditions. This prospectus supplement is dated March 6, 2026 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with theU.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. This document is in two parts: (i) thisprospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference herein and (ii) a shelf registration statement on Form F-3 (FileNo. 333-270330) that the SEC declared effective on March 16, 2023. Generally, when we refer to this prospectus, we are referring toall parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, You should rely only on the information contained in this prospectus supplement or the accompanying prospectus, orincorporated by reference herein. We have not authorized anyone to provide you with information that is different. The informationcontained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein, is accurateonly as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying We are offering to sell, and seeking offers to buy, the securities offered by this prospectus supplement only in jurisdictionswhere offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offeringof the securities offered by this prospectus supplement in certain jurisdictions may be restricted by law. Persons outside the UnitedStates who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus supplement and the In this prospectus, “we,” “us,” “our,” and the “Company” refer to Maris-Tech Ltd, and its wholly owned subsidiary, MarisNorth America Inc., or Maris U.S., a company incorporated under the laws of Delaware. All trademarks or trade names referred to in this prospectus supplement and the accompanying prospectus are the property oftheir respective owners. Solely for convenience, the trademarks and trade names in this prospectus supplement are referred to withoutthe® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to thefullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other companies. CAUTIONARY NOTE REGARDING FORWARD-LOOKIN